At the beginning of any transaction, investor may want to have its
counsel receive and review copies of at least the following documents
regarding the property.
· Brokerage. Any agreements or understandings regarding payment of
brokerage commissions for the transaction now contemplated.
· Condominium or REA. If the project is structured as a condominium or
under a reciprocal easement agreement structure, then copies of all
relevant documents, including minutes of Board of Managers or other
board meetings.
· Contracts. Service contracts (elevators, security, alarms, etc.). The
level of review will vary depending on whether the contracts are
cancellable, require termination payments, or are particularly
important, unusual, or hard to replace.
· Employees. List of employees, length of employment, salary, fringe
benefits and vacation, together with any labor union contracts and
agreements with any nonunion building employees.
· Ground Leases. If the property is held as a leasehold, copies of the
lease, any amendments, previously issued estoppel certificates, and any
correspondence with the lessor.
· Leases. Space leases, including any leases and lease amendments under
negotiation or to be signed during the closing process. Scope of review
will vary depending on the size and composition of the leases and the
transaction structure.
· Litigation. Pending litigation may affect seller, any of its
constituent entities, or the property itself -- but the inquiry may
need to go beyond those three obvious categories. For example,
litigation about nearby environmental matters, entitlements,
governmental disputes, Native American land claims, or other similar
matters may indirectly affect a large development project being
acquired. Any such litigation might not name the seller as a party and
might not specifically relate to the property. Discovery of problems
like this often requires local advisors at ground level.
· Management Agreement. Management agreements.
· Other Buildings. Agreements with neighboring property owners that tie
this real property to any other real property for utilities,
infrastructure, services, access, support, parking, roadways,
operations and maintenance, or any other purpose.
· Pending Construction. Description of pending construction for both
tenant improvements and any building-wide capital improvements,
including contracts, budget, status, and anticipated timing.
· Telecommunications. Agreements with telecommunications or internet
service providers.
· Utilities. Utilities agreements.